<PAGE>

                                                                        Ex. 10.6

                       THIRD AMENDMENT TO CONTRACT OF SALE

         This Third Amendment to Contract of Sale is made and entered into as of
the 14th day of May, 2004, by and between FO SKI RESORTS, LLC ("FOSR"), a
Massachusetts limited liability company, and BRODIE MOUNTAIN RESORTS, INC.
("BMR"), a Massachusetts business corporation (FOSR and BMR are herein referred
to collectively as "Seller"), and SILVERLEAF RESORTS, INC., a Texas corporation
("Purchaser").

                               W I T N E S S E T H

         WHEREAS, on December 24, 2002, Seller and Purchaser entered into that
certain Contract of Sale pursuant to which Seller agreed to sell and Purchaser
agreed to purchase that certain tract of land containing approximately 500
acres, more or less, located on Route 7 in New Ashford, Berkshire County,
Massachusetts, being more particularly described in the Contract (the
"Property"); and

         WHEREAS, pursuant to a First Amendment to Contract of Sale dated April
3, 2003, and a Second Amendment to Contract of Seller dated March 17, 2004,
Seller and Purchaser have agreed on certain modifications in the terms and
conditions of the Contract (hereinafter the Contract as modified is referred to
as the "Contract"); and

         WHEREAS, Seller and Purchaser desire to further modify the terms and
conditions of the Contract pertaining to the deadline for closing of the
Contract in order to provide Purchaser with additional time to seek a variance
from the Massachusetts Department of Public Safety Architectural Access Board
provisions which require an elevator in three story buildings (the "Variance");

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt,
accuracy and sufficiency of which is hereby acknowledged, Seller and Purchaser
hereby agree as follows:

         1.       Notwithstanding anything to the contrary contained in the
Contract, Seller and Purchaser hereby agree that the closing of the Contract
shall occur either (i) on July 16, 2004, or (ii) within ten (10) days following
the date on which Purchaser obtains the Variance, whichever occurs earlier.

         2.       As consideration for the extension of the deadline for closing
of the Contract as set forth herein, upon execution of this Third Amendment, the
Seller and Purchaser covenant as follows:

         a.       Purchaser shall deliver to Seller an additional Fifty Thousand
                  Dollars ($50,000.00) in earnest money. The additional $50,000
                  earnest money deposit

<PAGE>

                  that must be made by Purchaser in order to extend the deadline
                  for closing of the Contract as set forth herein shall be
                  non-refundable to Purchaser except in the event of a default
                  by Seller under the Contract, but, if the Contract closes,
                  shall be applied in partial satisfaction of the purchase price
                  payable under the Contract.

         b.       At closing, Purchaser shall engage the Seller in an operating
                  agreement for the operation of the Property for a term to
                  commence on the date of closing (as determined in Section 1
                  above) and terminating on April 1, 2005 (Operating
                  Agreement"), unless sooner terminated or extended by mutual
                  agreement of the Seller and Purchaser. The Operating Agreement
                  shall contain, but not be limited to, the following terms and
                  conditions:

                  i.       Purchaser shall be responsible for (A) property and
                           liability insurance covering the Property with the
                           Seller named as an additional insured; (B) real
                           estate taxes; (C) management fee to Jiminy Peak, Inc.
                           of $4,000.00 per month; (D) any necessary repairs to
                           the Property in excess of $500.00 per repair (which
                           repairs Seller shall submit to Purchaser for prior
                           review and approval); (E) damage repair caused by
                           force majeure (ex. storm damage).

                  ii.      Seller shall have the following rights and
                           responsibilities under the Operating Agreement during
                           the term thereof:

                           A.       Right and obligation to operate the lodging,
                                    camping, tubing and food service activities
                                    on the Property and the right to all of the
                                    income stream from such activities;

                           B.       The responsibility for obtaining and
                                    maintaining all necessary permits and
                                    approvals for the operation of the
                                    activities set forth in Section 2.b.ii.A;

                           C.       Obligation of maintaining general upkeep of
                                    the Property to include water system
                                    maintenance and operation, lawn mowing, and
                                    snow removal;

                           D.       The obligation for necessary repairs to the
                                    Property less than $500.00 per repair;

                           E.       The responsibility for all utility costs
                                    associated with the Property (ex. electric,
                                    propane and telephone);

                           F.       The right to all reimbursements from Tower
                                    Ventures II, LLC ("TV II") for electrical
                                    service to the TV II cellular facility
                                    towers on the Property;

                           G.       The right to all income from the TV II
                                    cellular facility towers pursuant to the
                                    Perpetual Easement and License Agreement to
                                    Tower Ventures, Inc., dated February 13,
                                    2001, as may be amended from time to time;

                           H.       Responsibility for maintaining liability
                                    insurance covering the Seller's activities
                                    on the Property with the Purchaser named as
                                    an additional insured;

                           I.       The right to use any and all of Purchaser's
                                    equipment located on and associated with the
                                    Property.

<PAGE>

         c.       Purchaser agrees that in the event of a termination of the
                  Contract by Purchaser for any reason other than for default of
                  Seller, Purchaser shall (a) assign and convey over to Seller
                  all of Purchaser's right, title and interest in and to any and
                  all developmental and operating permits, licenses, approvals,
                  authorizations, Hydro geology Study (as defined in Article VI
                  of the Contract) and ALTA surveys obtained or produced by
                  Purchaser in conjunction with the development of the project
                  contemplated under the Contract, including, but not limited
                  to, any and all applications for same, and (b) provide Seller
                  with complete copies of all development products produced or
                  obtained by Purchaser in conjunction with the development of
                  the project contemplated under the Contract, including, but
                  not limited to, title abstracts and reports, title
                  commitments, development plans, site plans, engineering
                  studies and plans, utility plans, soil tests, and
                  environmental tests.

         Except as specifically set forth above, all terms and conditions of the
Contract shall remain in full force and effect. All capitalized terms not
otherwise defined herein shall have the meaning given to such terms in the
Contract.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment under
seal, as of the date and year first above written.

                                            SELLER:

                                            FO SKI RESORTS, LLC, a Massachusetts
                                            limited liability company

                                            By:      /S/ BRIAN H. FAIRBANK
                                                     ---------------------------
                                                     Brian H. Fairbank, Manager

                                            BRODIE MOUNTAIN RESORTS, INC., a
                                            Massachusetts business corporation

                                            By:      /S/ BRIAN H. FAIRBANK
                                                     ---------------------------
                                                     Brian H. Fairbank, Manager

                                            PURCHASER:

                                            SILVERLEAF RESORTS, INC., a Texas
                                            corporation

                                            By:      /S/ ROBERT E. MEAD
                                                     ---------------------------
                                            Name:    Robert E. Mead
                                            Its:     CEO